| PART VI, LINE 2 |
FOR THE TAX YEAR 2018, THE FOLLOWING BUSINESS RELATIONSHIPS WERE REPORTED: 1. DIRECTORS ELLEN V. FUTTER, LOUIS V. GERSTNER JR. AND PETER J. SOLOMON 2. DIRECTORS NORMAN C. SELBY, STANLEY F. DRUCKENMILLER, ALEXANDER T. ROBERTSON AND OFFICER ERIC M. COTTINGTON PHD. 3. DIRECTORS ANTHONY B. EVNIN AND NORMAN C. SELBY 4. DIRECTORS ELLEN V. FUTTER AND RICHARD I. BEATTIE PART VI, LINES 6-7 THE ARTICLES OF INCORPORATION AND BY-LAWS WERE REVIEWED TO DETERMINE THAT THE SUPPORTED ORGANIZATIONS OUTLINED IN SCHEDULE-A HAVE THE POWER TO ELECT OR APPOINT MEMBERS TO THE BOARD OF THE SUPPORTING ORGANIZATIONS. MEMORIAL SLOAN-KETTERING CANCER CENTER, EIN 13-1924236, (MSK), IS THE SINGLE MEMBER OF THE PROSTATE CANCER CLINICAL TRIALS CONSORTIUM LLC, PCCTC, WHO HAS ELECTED TO BE TREATED AS A DISREGARDED ENTITY OF MSK FOR TAX PURPOSES AND MSKCC PROTON, INC. WHO HAS ELECTED TO BE TREATED AS A CORPORATION FOR TAX PURPOSES. MEMORIAL HOSPITAL FOR CANCER AND ALLIED DISEASES EIN 13-1624082, (MEM), IS THE SINGLE MEMBER OF MSKCC PROPERTIES LLC, WHO HAS ELECTED TO BE TREATED AS A CORPORATION FOR TAX PURPOSES. PART VI, LINE 11B PRIOR TO FILING THE RETURN, A REVIEW OF THE 990 WAS CONDUCTED BY THE SR. VP OF FINANCE AND THE CHIEF FINANCIAL OFFICER. IT IS THEN PRESENTED TO, AND REVIEWED BY, THE JOINT AUDIT COMMITTEE OF THE BOARD. THE JOINT AUDIT COMMITTEE REFERS THE FORM 990 TO THE FULL BOARD, AND A COPY IS PROVIDED TO EACH BOARD MEMBER FOR FURTHER REVIEW. MEMORIAL SLOAN-KETTERING'S FORM 990 IS REVIEWED BY OUTSIDE COUNSEL AND IS PREPARED IN CONJUNCTION WITH ERNST AND YOUNG, LLP. AND REVIEWED BY, THE JOINT AUDIT COMMITTEE OF THE BOARD. THE JOINT AUDIT COMMITTEE REFERS THE FORM 990 TO THE FULL BOARD, AND A COPY IS PROVIDED TO EACH BOARD MEMBER FOR FURTHER REVIEW. MEMORIAL SLOAN-KETTERING'S FORM 990 IS REVIEWED BY OUTSIDE COUNSEL AND IS PREPARED IN CONJUNCTION WITH ERNST AND YOUNG, LLP. |
| PART VI, LINE 12C |
MSKs conflict of interest program during 2018 was based on the following three policies for Memorial Sloan Kettering Cancer Center, Memorial Hospital for Cancer and Allied Diseases and Sloan-Kettering Institute for Cancer Research: 1. Policy on Financial Conflict of Interest and Conflict of Commitment (Individual COI Policy) A. The Individual COI Policy applied to (i) employed physicians and scientists with academic appointments; (ii) fellows and postdoctoral researchers; (iii) administrative employees with authority to make purchasing decisions or who are otherwise able to bind or negotiate on behalf of MSK; (iv) designated individuals, including non-employees, who are senior or key personnel undertaking Public Health Service-funded research; and (v) employees and non-employees whose jobs include the design, conduct or reporting of research or whose job functions or committee membership give them the authority to influence purchasing decisions. B. Upon becoming covered by the Individual COI Policy, annually thereafter and as interests arise, an individual was required to disclose financial interests and outside activities that reasonably appear to be related to the individuals institutional responsibilities. C. Depending on the circumstances, disclosures were reviewed by either the Chair of the Conflict of Interest Advisory Committee (COIAC) and the Compliance Officer or their designee(s), or by the entire COIAC, to determine whether financial conflicts of interest existed. D. When a financial conflict of interest was identified, the Chair of the COIAC, the Compliance Officer or the entire COIAC determined how to address it, including by eliminating the interest or implementing a management plan. Management strategies included disclosure, recusal or other limitation of role, and independent oversight. 2. MSK Policy on Institutional Financial Conflicts of Interest (Institutional COI Policy) A. The Institutional COI Policy applied to institutional financial interests and financial interests of three key executives - the President of MSK, the Physician-in-Chief of Memorial Hospital for Cancer and Allied Diseases and the Director of the Sloan-Kettering Institute for Cancer Research (Key Executives). The policy required institutional and Key Executive financial interests to be reported to the Office of General Counsel (OGC). B. OGC was responsible for determining whether the financial interest was related to research or purchasing decisions; if so, the policy required determination of whether an institutional financial conflict of interest existed, i.e., whether the interest had the potential to directly and significantly affect the design, conduct or reporting of research or the outcome of purchasing decisions, to be made at the Board of Managers (Board) level. C. The policy required any institutional financial conflict of interest to be eliminated or managed (and, in some cases, reduced). Management strategies included recusal of the applicable Key Executive from decision-making regarding the arrangement and disclosure to relevant personnel to implement the recusal; disclosure of the interest in relevant publications, presentations, consent forms and educational materials; and independent clinical oversight by a disinterested senior personnel member or committee. 3. Conflict of Interest Policy (Board COI Policy) A. This policy required covered individuals, including officers and Board members, to disclose financial interests annually and on an ongoing basis. Other entities in the same tax-exempt group had overlapping officers and Board members as described in Schedule O; such persons reported financial interests through this or related process. B. The policy required the Board or an authorized committee to determine whether any disclosed interest gave rise to a conflict of interest. C. If it was determined that a conflict of interest existed with respect to a transaction or arrangement, the policy required, prior to authorizing the transaction or arrangement, determination by the Board or committee that authorizing the transaction or arrangement was in MSKs best interests, and that it was fair and reasonable to MSK. The covered individual with the conflict could make a presentation to the Board or committee, but could not participate in or influence the discussion of, or vote on, the proposed transaction or arrangement. The existence and resolution of any conflict of interest, along with associated determinations made and votes taken, were required to be documented in writing. D. For any approved transaction or arrangement that involved a conflict of interest, a conflict management plan could be implemented if doing so was in the best interests of MSK. Management plans could require disclosure, recusal or other limitation of role, independent oversight and confidentiality. MSK's conflict of interest program provides for monitoring and enforcement of compliance its conflict of interest policies. MSK conducted a focused review in 2018 and 2019, identifying certain instances of non-compliance with its policies. Since 2018, MSK has undertaken a process of reviewing and enhancing its policies and procedures and associated governance structures and practices, including: (1) creation of a designated Conflict of Interest Committee of the Board and (2) adoption of an updated Individual COI Policy, Institutional COI Policy and Board COI Policy. |
| PART VI, LINE 15 |
MEMORIAL SLOAN-KETTERING CANCER CENTER (MSKCC) IS COMMITTED TO ENSURING THAT ITS EXECUTIVE COMPENSATION PROGRAM ADHERES TO THE ESTABLISHED STANDARDS OF REGULATORY COMPLIANCE AND BEST CORPORATE GOVERNANCE. THE MSKCC BOARD OF OVERSEERS AND MANAGERS HAS CHARGED THE JOINT HUMAN RESOURCES COMMITTEE (WHICH IS COMPOSED ENTIRELY OF INDEPENDENT BOARD MEMBERS WITH NO CONFLICTS OF INTEREST IN REGARD TO EXECUTIVE COMPENSATION) WITH MAKING ALL DECISIONS RELATED TO COMPENSATION FOR OFFICERS AND KEY EMPLOYEES. THE COMMITTEE REVIEWS THE TOTAL COMPENSATION OF THE INDIVIDUALS, INCLUDING BOTH CURRENT AND DEFERRED COMPENSATION, AND ALL EMPLOYEE BENEFITS, ON AN ANNUAL BASIS TO ENSURE THAT THE TOTAL COMPENSATION OF EACH OFFICER AND KEY EMPLOYEE IS REASONABLE. TO ASSIST IN THE COMPLETION OF ITS RESPONSIBILITIES, THE COMMITTEE ENGAGES THE SERVICES OF A NATIONALLY RECOGNIZED CONSULTING FIRM SPECIALIZING IN EXECUTIVE COMPENSATION FOR NOT-FOR-PROFIT HEALTHCARE ORGANIZATIONS. EACH YEAR THE COMMITTEE REVIEWS A COMPREHENSIVE REPORT PREPARED BY THE FIRM THAT INCLUDES MARKET DATA FOR FUNCTIONALLY COMPARABLE ROLES IN COMPARABLE ORGANIZATIONS (I.E., NOT-FOR-PROFIT ACADEMIC/RESEARCH MEDICAL CENTERS, ESPECIALLY THOSE SHARING A MISSION SIMILAR TO MSKCC, WITH OTHER HEALTHCARE SECTORS CONSIDERED ON A SELECTED BASIS) AND SUMMARIZES THE RELATIVE MARKET POSITION OF EACH EXECUTIVE'S TOTAL COMPENSATION. THE LAST REVIEW WAS DECEMBER 2017. THIS REVIEW SETS THE COMPENSATION FOR THE FOLLOWING YEAR. ADDITIONALLY, A SENIOR MEMBER OF THE CONSULTING FIRM ATTENDS COMMITTEE MEETINGS TO PROVIDE INFORMATION AND TO RESPOND TO QUESTIONS BY THE MEMBERS OF THE COMMITTEE. COMPENSATION LEVELS ARE ESTABLISHED CONSIDERING THE MARKET DATA, AN ASSESSMENT OF PERFORMANCE, AND OTHER BUSINESS JUDGMENT FACTORS, CONSISTENT WITH MSKCC'S EXECUTIVE COMPENSATION PHILOSOPHY. THE COMMITTEE'S DECISIONS ARE MADE IN THE BEST INTERESTS OF MSKCC AND ARE INTENDED TO ENSURE THE RECRUITMENT AND RETENTION OF KEY EXECUTIVE TALENT, CONSISTENT WITH THE MARKET PRACTICES OF OTHER NOT-FOR-PROFIT HEALTHCARE ORGANIZATIONS OF COMPARABLE SCOPE, MISSION AND COMPLEXITY. THE COMMITTEE'S REVIEW PROCESS FOLLOWS THE INTERMEDIATE SANCTIONS GUIDELINES FOR QUALIFYING FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE OF 1986: - THE COMPENSATION ARRANGEMENT IS APPROVED IN ADVANCE BY AN "AUTHORIZED BODY" OF THE APPLICABLE TAX EXEMPT ORGANIZATION (I.E, THE COMMITTEE, WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A CONFLICT OF INTEREST WITHIN THE MEANING OF THE REGULATIONS UNDER SECTION 4958). - THE AUTHORIZED BODY OBTAINS AND RELIES UPON "APPROPRIATE DATA AS TO COMPARABILITY" PRIOR TO MAKING ITS DETERMINATION, FOR WHICH COMPARABILITY DATA ARE PROVIDED AND ANALYZED BY SULLIVAN, COTTER AND ASSOCIATES, INC., A WELL-REGARDED EXPERT IN THE AREA OF HEALTHCARE COMPENSATION. - THE COMMITTEE ADEQUATELY DOCUMENTS THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING THAT DETERMINATION, AGAIN AS REQUIRED IN THE REGULATIONS. |
| PART VI, LINE 19 |
OUR AUDITED FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. IN ADDITION, THE FINANCIAL STATEMENTS CAN BE ACCESSED AT THE FOLLOWING WEB ADDRESS: WWW.DACBOND.COM. THE INSTITUTION HAS ENGAGED DAC BOND AS OUR INVESTOR RELATIONS AND DISCLOSURE/DISSEMINATION AGENT. THE INFORMATION AVAILABLE ON THIS WEB SITE INCLUDES AUDITED FINANCIAL STATEMENTS, QUARTERLY UNAUDITED FINANCIAL STATEMENTS AND THE BOND OFFERING STATEMENTS FOR ALL OUR DEBT ISSUES. IN ADDITION, COPIES OF THE GROUP 990 AND FILED 990T ARE ALSO AVAILABLE. THE POLICY ON FINANCIAL CONFLICT OF INTEREST AND COMMITMENT IS AVAILABLE TO THE PUBLIC UPON REQUEST AND IT ALSO CAN BE FOUND AT THE FOLLOWING INSTITUTIONAL WEB SITE: WWW.MSKCC.ORG. GOVERNING DOCUMENTS SUCH AS THE ARTICLES OF INCORPORATION AND CORPORATE BY-LAWS ARE NOT MADE AVAILABLE TO THE PUBLIC. |
| PART VII, SECTION A |
THIS IRS FORM 990 IS FILED UNDER GROUP EXEMPTION NUMBER 3475, EIN 91-2154267. THE ATTACHED LIST REPRESENTS MEMBERS FROM THE GOVERNING BOARDS OF THE FOLLOWING AFFILIATED INSTITUTIONS THAT MAKE UP OUR EXEMPT GROUP: MEMORIAL SLOAN-KETTERING CANCER CENTER (MSK) EIN 13-1924236, MEMORIAL HOSPITAL FOR CANCER AND ALLIED DISEASES (MEM) EIN 13-1624082, SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH (SKI) EIN 13-1624182, S.K.I. REALTY, INC. (SKR) EIN 13-3389586, LOUIS V. GERSTNER JR. GRADUATE SCHOOL OF BIOMEDICAL SCIENCES (SKG) EIN 20-2212588, MSK INSURANCE US, INC. (MVI) EIN 83-0363317, AND MSKCC PROTON INC.,(MPI) EIN 35-2397819. ALSO INCLUDED IN THE GROUP IS MSK PROPERTIES LLC. EIN 35-2464610 WITH MEMORIAL HOSPITAL BEING THE SOLE MEMBER. MEMORIAL SLOAN KETTERING BOARD OF MANAGERS: RICHARD I. BEATTIE IAN COOK STANLEY F. DRUCKENMILLER ANTHONY B. EVNIN ROGER W. FERGUSON WILLIAM E. FORD RICHARD N. FOSTER STEPHEN FRIEDMAN ELLEN V. FUTTER LOUIS V. GERSTNER, JR. JONATHAN N. GRAYER JAMIE GREGORY BENJAMIN W. HEINEMAN, JR. DAVID H. KOCH MARIE-JOSEE KRAVIS, VICE CHAIR OF THE BOARD JAMIE C. NICHOLLS, VICE CHAIR OF THE BOARD, NOT INDEPENDENT SEE SCHED. L JAMES G. NIVEN BRUCE C. RATNER CLIFTON S. ROBBINS, BOARD MEMBER & TREASURER ALEXANDER T. ROBERTSON JAMES D. ROBINSON III, BOARD MEMBER & HONORARY CHAIRMAN OF THE BOARD VIRGINIA M. ROMETTY NORMAN C SELBY, BOARD MEMBER & SECRETARY STEPHEN C. SHERRILL PETER J. SOLOMON JOHN R. STRANGFELD SCOTT M. STUART, CHAIR-ELECT OF THE BOARD CRAIG B. THOMPSON, M.D., BOARD MEMBER, PRESIDENT AND CHIEF EXECUTIVE OFFICER EMPLOYEE, NOT INDEPENDENT BOARD MEMBER DOUGLAS A. WARNER III, CHAIRMAN OF THE BOARD UNTIL DECEMBER 2018 PETER A. WEINBERG DEBORAH C. WRIGHT 31 TOTAL BOARD MEMBERS 29 INDEPENDENT BOARD MEMBERS MEMORIAL HOSPITAL BOARD OF MANAGERS: RICHARD I. BEATTIE, HONORARY CHAIRMAN OF THE BOARD IAN COOK STANLEY F. DRUCKENMILLER ANTHONY B. EVNIN ROGER W. FERGUSON WILLIAM E. FORD RICHARD N. FOSTER STEPHEN FRIEDMAN ELLEN V. FUTTER LOUIS V. GERSTNER, JR. JONATHAN N. GRAYER JAMEE Gregory BENJAMIN W. HEINEMAN, JR., VICE CHAIR OF THE BOARD DAVID H. KOCH MARIE-JOSEE KRAVIS JAMIE C. NICHOLLS, CHAIR OF THE BAORD JAMES G. NIVEN BRUCE C. RATNER CLIFTON S. ROBBINS, BOARD MEMBER & TREASURER ALEXANDER T. ROBERTSON JAMES D. ROBINSON III VIRGINIA M. ROMETTY NORMAN C SELBY, BOARD MEMBER & SECRETARY STEPHEN C. SHERRILL PETER J. SOLOMON JOHN R. STRANGFELD SCOTT M. STUART CRAIG B. THOMPSON, M.D., BOARD MEMBER, CHIEF EXECUTIVE OFFICER EMPLOYEE, NOT INDEPENDENT BOARD MEMBER DOUGLAS A. WARNER III PETER A. WEINBERG DEBORAH C. WRIGHT 31 TOTAL BOARD MEMBERS 30 INDEPENDENT BOARD MEMBERS SLOAN KETTERING INSTITUTE BOARD OF MANAGERS: RICHARD I. BEATTIE IAN COOK STANLEY F. DRUCKENMILLER ANTHONY B. EVNIN ROGER W. FERGUSON WILLIAM E. FORD RICHARD N. FOSTER STEPHEN FRIEDMAN ELLEN V. FUTTER LOUIS V. GERSTNER, JR., HONORARY CHAIRMAN OF THE BOARD JONATHAN N. GRAYER BENJAMIN W. HEINEMAN, JR. JAMEE GREGORY DAVID H. KOCH MARIE-JOSEE KRAVIS JAMIE C. NICHOLLS JAMES G. NIVEN BRUCE C. RATNER CLIFTON S. ROBBINS, BOARD MEMBER & TREASURER ALEXANDER T. ROBERTSON JAMES D. ROBINSON III VIRGINIA M. ROMETTY NORMAN C SELBY, BOARD MEMBER & SECRETARY STEPHEN C. SHERRILL PETER J. SOLOMON JOHN R. STRANGFELD SCOTT M. STUART CRAIG B. THOMPSON, M.D., BOARD MEMBER, CHIEF EXECUTIVE OFFICER EMPLOYEE, NOT INDEPENDENT BOARD MEMBER DOUGLAS A. WARNER III PETER A. WEINBERG DEBORAH C. WRIGHT 31 TOTAL BOARD MEMBERS 30 INDEPENDENT BOARD MEMBERS S.K.I. REALTY BOARD OF MANAGERS: RICHARD I. BEATTIE LOUIS V. GERSTNER, JR. JAMES G. NIVEN, PRESIDENT CLIFTON S. ROBBINS SCOTT M. STUART DOUGLAS A. WARNER III, CHAIRMAN OF THE BOARD, UNTIL DECEMBER 2018 6 TOTAL BOARD MEMBERS 6 INDEPENDENT BOARD MEMBERS GERSTNER GRADUATE SCHOOL BOARD OF MANAGERS: RICHARD I. BEATTIE ELLEN V. FUTTER LOUIS V. GERSTNER, JR., CHAIRMAN OF THE BOARD DAVID H. KOCH MARIE-JOSEE KRAVIS PETER J SOLOMON SCOTT M. STUART, EFFECTIVE APRIL 2018 CRAIG B. THOMPSON, M.D. BOARD MEMBER, PRESIDENT, EMPLOYEE, NOT INDEPENDENT BOARD MEMBER DOUGLAS A. WARNER III 9 TOTAL BOARD MEMBERS 8 INDEPENDENT BOARD MEMBERS MSK INSURANCE U.S. BOARD OF MANAGERS: DEBRA BERNS-EMPLOYEE NOT AN INDEPENDENT BOARD MEMBER KATHRYN MARTIN, DIRECTOR AND SECRETARY, EMPLOYEE NOT AN INDEPENDENT BOARD MEMBER STEPHEN C. SHERRILL, CHAIRMAN OF THE BOARD MARK SVENNINGSON, BOARD MEMBER AND PRESIDENT EMPLOYEE, NOT INDEPENDENT BOARD MEMBER JEFFREY P. JOHNSON, BOARD MEMBER AND VICE PRESIDENT MICHAEL P. GUTNICK, BOARD MEMBER AND TREASURER EMPLOYEE, NOT INDEPENDENT BOARD MEMBER 6 TOTAL BOARD MEMBERS 2 INDEPENDENT BOARD MEMBERS MSKCC PROTON INC., BOARD OF DIRECTORS: JOSE BASELGA MD PHD, EMPLOYEE NOT AN INDEPENDENT DIRECTOR, UNTIL SEPTEMBER 2018 MICHAEL P GUTNICK, EMPLOYEE NOT AN INDEPENDENT DIRECTOR 1 TOTAL DIRECTOR, 0 INDEPENDENT DIRECTORS |
| PART VII, SECTION B |
AMOUNTS PAID TO INDEPENDENT CONTRACTORS INCLUDE AMOUNTS PAID TO SUBCONTRACTORS AS WELL AS REIMBURSABLE EXPENSES. PART XI RECONCILIATION OF NET ASSETS, OTHER NON-OPERATING (EXPENSE): CHANGE IN POSTRETIREMENT $114,966,000 PENSION SETTLEMENT (40,414,000) OTHER NON-OPER EXPENSE (20,713,889) TOTAL $ 53,838,111 |
Attach to Form 990 or 990-EZ.